GENWORTH FINANCIAL, INC. 6.15% Fixed-to-Floating Rate Junior Subordinated Notes due 2066 UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2006 • Genworth Financial Inc • Life insurance • New York
GENWORTH FINANCIAL, INC. AND THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 14, 2006 to the INDENTURE Dated as of November 14, 2006First Supplemental Indenture • November 14th, 2006 • Genworth Financial Inc • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 14, 2006 (the “Supplemental Indenture”), between GENWORTH FINANCIAL, INC., a Delaware corporation (the “Company”) having its principal office at 6620 West Broad Street, Richmond, Virginia 23230, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee (the “Trustee”).
RECITALSReplacement Capital Covenant • November 14th, 2006 • Genworth Financial Inc • Life insurance
issuer has outstanding senior long-term indebtedness for money borrowed that satisfies the requirements of clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.
